| Mon 14 Aug 2006, 14:00 | | Monteagle - Increase in the authorised share capit |
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MTE
MTE
Monteagle - Increase in the authorised share capital and subsequent
capitalisation issue, change of company"s name and notice of
extraordinary general meeting
Monteagle Holdings Societe Anonyme
("Monteagle" or "the company")
(Incorporated in Luxembourg - RC Luxembourg No. B 19600)
Share Code: MTE
ISIN: LUOO35797272
Registered Office:
6 rue Adolphe Fischer,
L-1520, Luxembourg
AN INCREASE IN THE AUTHORISED SHARE CAPITAL AND SUBSEQUENT CAPITALISATION
ISSUE OF 6,720,000 SHARES, CHANGE OF THE COMPANY"S NAME AND NOTICE OF
EXTRAORDINARY GENERAL MEETING
1. INTRODUCTION
As set out in the circular to Monteagle shareholders, dated 14 August 2006,
and subject to the approval of Monteagle shareholders approving the
ordinary and special resolutions necessary to give effect to the increase
in authorised share capital and change of name of Monteagle Holdings
Societe Anonyme to Marshall Monteagle Holdings Societe Anonyme at an
extraordinary general meeting to be held on Thursday, 7 September 2006,
shareholders are accordingly advised that the salient dates and times
pertaining to the increase in authorised share capital, the capitalisation
issue and change of name and the general meeting of shareholders are set
out below:
2006
Tuesday 5th September 2006
Form of proxy for the extraordinary
general meeting to be lodged by no
later than 10.00 a.m. on
Thursday 7th September 2006
Extraordinary general meeting to be
held at 10.00 a.m. on
Thursday 7th September 2006
Results of the extraordinary general
meeting to be released on SENS
Thursday 7th September to
No removals of shares between the Friday 22nd September 2006
European and South African branches (both days inclusive)
of the share register
Friday 8th September 2006
Results of the extraordinary general
meeting to be published in the press
Friday 15th September 2006
Record date for the European branch
of the register; and
Last day to trade in Luxembourg and
South Africa for the capitalisation
issue and change of name; and
Listing of shares on LSE
Monday 18th September 2006
New shares listed on LuxSE and JSE
and commencement of trading in new
shares on LuxSE, LSE and JSE
Friday 22nd September 2006
Record date for South African branch
of the register
Tuesday, 26 September 2006
Issue of new share certificates and
accounts with CSDP or broker
credited
Notes:
1. The above dates and times are subject to change. Any change will be
released on SENS and published in the press.
2. Certificated shareholders on the South African register are not
required to submit their existing certificates for exchange in that their
existing certificates will still be good for delivery. Dematerialised
shareholders will have their accounts automatically updated and are not
required to do anything in this regard.
Share certificates in the name of Monteagle may not be dematerialised or
rematerialised between Monday 18th September 2006 and Friday 22nd September
2006, both days inclusive.
2. INCREASE IN AUTHORISED SHARE CAPITAL
At present the company has an authorised share capital of US$11,250,000
represented by 7,500,000 shares, of which 6,720,000 are in issue. To be
able to make the capitalisation issue and to provide an adequate margin of
authorised but unissued shares following that issue, the directors propose
that the authorised share capital of the company be increased to
US$30,000,000 represented by 20,000,000 shares and accordingly a resolution
will be proposed at the extraordinary general meeting in the presence of a
notary.
3. RATIONALE FOR THE CAPITALISATION ISSUE
As shareholders will be aware from the Annual Reports and Accounts the
Company has been trading well with revenues, profits, headline earnings per
share, net asset value and dividends all showing significant increases over
the last four years. The Directors believe that the time is now right to
increase liquidity in the company"s shares and have decided to capitalise
reserves in order to make the capitalisation issue as the first step
towards achieving that aim.
Subject to shareholders" approval of the resolution to increase the
authorised share capital, to be proposed at the extraordinary general
meeting, 6,720,000 new shares will be issued to shareholders on the basis
that they will receive one new share for every share held at the record
date.
4. SHARE CAPITAL
The authorised and issued share capital of Monteagle at the date of this
notice is as follows:
US$000
Authorised
7,500,000 shares of US$1.50 each 11,250
Issued
6,720,000 shares of US$1.50 each 10,080
The authorised and issued share capital of Monteagle after the
capitalisation issue will be as follows:
US$000
Authorised
20,000,000 shares of US$1.50 each 30,000
Issued
13,440,000 shares of US$1.50 each 20,160
5. CHANGE OF NAME
On incorporation in 1982, the company"s name was Afex Corporation Societe
Anonyme and on 8th March 1995 the name was changed to Monteagle Societe
Anonyme. Subsequently the name changed to Monteagle Holdings Societe
Anonyme to comply with a change in Luxembourg law relating to holding
companies.
The late Mr N H Marshall and Mr D C Marshall were founding directors. Mr D.
C. Marshall has been involved in managing and developing the Group and
remains the chief executive. Accordingly it is believed that the change in
name to Marshall Monteagle Holdings Societe Anonyme will contribute to the
corporate identity and would also help the Group"s recognition within the
sectors in which it operates.
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given of an Extraordinary General Meeting of the
shareholders of the company to be held at the registered office of the
company, 6 rue Adolphe Fischer, L-1520, Luxembourg, in the presence of a
notary at 10.00 a.m. on Thursday 7th September 2006.
CIRCULAR TO SHAREHOLDERS
A circular, which includes a notice convening an extraordinary general
meeting of Monteagle shareholders, was posted to Monteagle shareholders on
Monday, 14 August 2006.
Johannesburg
14 August 2006
Corporate Advisor and Sponsor
Imara Corporate Finance South Africa (Pty) Ltd
Date: 14/08/2006 02:00:06 PM Produced by the JSE SENS Department
